“Given the board’s subpar oversight of critical issues such as M&A and succession planning, shareholders may wonder whether the incumbent board is capable of steering Campbell back on track in a timely manner,” says ISS in the ruling. Campbell returned about 19% to shareholders over the last two years, while the S&P 500 has nearly tripled. At one point Loeb proposed replacing all 12 board members, but he backed off that request in the last few days...

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Given the board's subpar oversight of critical issues such as M&A and succession planning, shareholders may wonder whether the incumbent board is capable of steering Campbell back on track in a timely manner.

Maintaining the dividend may prove to be the right decision, though it raises the question of whether the board, which currently includes three members of the founding family, is truly considering all options.